EMPLOYEE
NONCOMPETITION,
NONDISCLOSURE AND
DEVELOPMENTS AGREEMENT
In consideration and as a condition
of my employment by AMERIGROUP Corporation and/or any of its
subsidiaries or affiliates (each, an “AMERIGROUP
Company” and collectively, the “AMERIGROUP
Companies”) and the issuance of certain options to purchase
shares of Common Stock, $.01 par value per share, of AMERIGROUP
Corporation, I hereby agree as follows:
1. Throughout the period of my
employment with any of the AMERIGROUP Companies, I will act in the
best interests of the AMERIGROUP Companies and devote my full time
and best efforts to their business.
2. (a) At all times while
employed by any AMERIGROUP Company and at all times during the
Covered Post-Employment Period (defined below), I will not
(i) compete with any AMERIGROUP Company by serving a
Competitor (defined below) in any managerial capacity, or in any
capacity that influences business strategy, with respect to a
Covered Product or Service (defined below) that the Competitor is
offering in a Covered Area (defined below) or developing to offer
in a Covered Area or (ii) solicit for employment, interfere
with the employment relationship of or endeavor to entice away any
employee of any AMERIGROUP Company.
(b) As used herein,
(i) My “Covered
Post-Employment Period” means the twelve (12) month
period beginning on the first day on which I am no longer employed
by any AMERIGROUP Company and ending on the first anniversary of
such date.
(ii) “Competitor”
means any entity or person that provides or is planning to provide
a Covered Product or Service in competition with a Covered Product
or Service that an AMERIGROUP Company is actively developing,
marketing, providing or selling.
(iii) “Confidential
Information” means an AMERIGROUP Company’s material
non-public information concerning its business and affairs,
including, without limitation, trade secrets, strategies, business
plans, marketing and advertising plans, member and provider
information, employee and personnel information, contracts,
training manuals, financial projections, budgets and non-public
financial data (including, without limitation, statements with
premium revenue and/or provider compensation terms, reports of
actuaries, medical loss reports, balance sheets and income
statements).
(iv) A “Covered Product
or Service” shall mean a managed health care product or
service offered or provided to any beneficiary of and/or
participant in any Medicaid, Medicaid-related, or SSI program, any
government-funded children’s health insurance program or any
federal and/or state sponsored health care program that is
substantially similar to any of such programs.
(v) The “Covered
Area” shall consist of each city, county and other similar
governmental territory in which an AMERIGROUP Company provides or
has made material efforts to develop and provide a Covered Product
or Service to its members, if in the course of my employment with
an AMERIGROUP Company I (A) have provided services to an
AMERIGROUP Company with respect to the Covered Products or Services
in such city, county or governmental territory, or
(B) reviewed or discussed Confidential Information of an
AMERIGROUP Company with respect to the Covered Product or Service
in such city, county or governmental territory.
3. I will not at any time,
whether during or after the termination of my employment, reveal to
any person or entity any of the trade secrets or confidential
information concerning the organization, business or finances of
any AMERIGROUP Company or of any third party which any AMERIGROUP
Company is under an obligation to keep confidential (including but
not limited to trade secrets or confidential information respecting
inventions, products, designs, methods, techniques, systems,
processes, software programs, works of authorship, customer lists,
projects, plans and proposals), except as may be required in the
ordinary course of performing my duties as an employee of an
AMERIGROUP Company, and I shall keep secret all matters entrusted
to me and shall not use or attempt to use any such information in
any manner which may injure or cause loss or may be calculated to
injure or cause loss whether directly or indirectly to any
AMERIGROUP Company.
Further, I agree that during my
employment I shall not make, use or permit to be used any notes,
memoranda, reports, lists, records, drawings, sketches,
specifications, software programs, data, documentation or other
materials of any nature relating to any matter within the scope of
the business of any AMERIGROUP Company or concerning any of its
dealings or affairs otherwise than for the benefit of the
AMERIGROUP Companies. I further agree that I shall not, after the
termination of my employment, use or permit to be used any such
notes, memoranda, reports, lists, records, drawings, sketches,
specifications, software programs, data, documentation or other
materials, it being agreed that all of the foregoing shall be and
remain the sole and exclusive property of each applicable
AMERIGROUP Company and that immediately upon the termination of my
employment I shall deliver all of the foregoing, and all copies
thereof, to the AMERIGROUP Company by which I was last employed, at
its main office.
4. If at any time or times
during my employment, I shall (either alone or with others) make,
conceive, create, discover, invent or reduce to practice any
invention, modification, discovery, design, development,
improvement, process, software program, work of authorship,
documentation, formula, data, technique, know-how, trade secret or
intellectual property right whatsoever or any interest therein
(whether or not patentable or registrable under copyright,
trademark or similar statues (including but not limited to the
Semiconductor Chip Protection Act) or subject to analogous
protection) (herein called “Developments”) that
(a) relates to the business of any AMERIGROUP Company or any
customer of or supplier to any AMERIGROUP Company or any of the
products or services being developed, manufactured or sold by any
AMERIGROUP Company or which may be used in relation therewith,
(b) results from tasks assigned me by any AMERIGROUP Company
or (c) results from the use of premises or personal property
(whether tangible or intangible) owned, leased or contracted for by
any AMERIGROUP Company, such Developments and the benefits thereof
are and shall immediately become the sole and absolute property of
each applicable AMERIGROUP Company and its assigns, as works made
for hire
